Structuring a Stock Acquisition: Due Diligence, Key Deal Terms, Shareholder Consent, and Other Hurdles
Pros and Cons of Stock vs. Asset Acquisitions and Other Key Issues
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine the structuring of stock acquisitions from both the buyer and target company perspective. The panel will discuss the advantages of stock vs. asset acquisitions and some key due diligence issues presented in acquiring all the assets and accompanying liabilities of a company. The panel will also discuss shareholder and other consents and critical deal terms to address in the stock purchase agreement.
Outline
- Stock vs. asset acquisition: deciding on the best approach
- Auction vs. private sale: buyer and seller concerns
- Due diligence in a stock vs. asset acquisition
- Stock purchase agreement: key terms
Benefits
The panel will review these and other essential questions:
- What are key risks to consider in a stock acquisition as opposed to an asset acquisition?
- What are key pros and cons of a stock acquisition as opposed to an asset acquisition, from both a buyer and a seller perspective?
- How should issues uncovered in the due diligence process be addressed in the stock purchase agreement?
- What are some of the most heavily negotiated provisions in a stock purchase agreement?
Faculty
Neal A. Jacobs
Managing Attorney and Principal
Jacobs Law Group
Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular... | Read More
Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular attention to privately held companies and their shareholder and member relations. He focuses on complex corporate matters involving the interplay of the rights and obligations of management and the various classes of equity holders and lenders. He has built a reputation in the area of business divorce and is a frequent lecturer on the topic.
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Keith P. Radtke
Partner
Faegre Drinker Biddle & Reath
Mr. Radtke's practice focuses on mergers and acquisitions, private equity, commercial transactions and general... | Read More
Mr. Radtke's practice focuses on mergers and acquisitions, private equity, commercial transactions and general corporate counseling. He also co-leads the firm’s corporate group. Mr. Radtke represents buyers, sellers and institutional investors in strategic and private equity M&A transactions, strategic investments and joint ventures. He also represents owners of privately held companies in selling their businesses. Mr. Radtke also represents many of the leading private equity firms in the Twin Cities metropolitan area, including spearheading the overall transaction process, negotiating the acquisition-related aspects, and structuring and negotiating equity arrangements. In addition, Mr. Radtke represents privately held companies, portfolio companies of private equity firms and other emerging private companies in connection with corporate governance matters, key contracts and other corporate matters. He also acts as outside counsel to privately held companies, helping them analyze and solve day-to-day legal issues.
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